Common use of Terms of Purchase; Closing Clause in Contracts

Terms of Purchase; Closing. The closing of the purchase and sale of the selling Members’ Membership Interests shall occur on a date and time mutually agreeable to the purchasing Members, which shall not be later than 10:00 P.M. (local time at the place of the closing) on the first Business Day occurring on or after the thirtieth (30th) day following the last day of the Election Period and at such place as is mutually agreeable to the Members, or upon a failure to agree, at the Company’s principal place of business. At the closing the purchasing Members shall pay to the selling Members, by cash or other immediately available funds, the Buy-Sell Price of such selling Members’ Membership Interest. The selling Members shall deliver to the purchasing Members good title, free and clear of any liens, claims, encumbrances, security interests, or options (other than those granted by this Operating Agreement). In the event that any purchasing Members shall fail to perform such Members’ obligation to purchase hereunder, the selling Members shall not be obligated to sell any portion of his interest to the purchasing Members. At the closing the Members shall execute such documents and instruments of conveyance as may be necessary or appropriate to confirm the transactions contemplated hereby, including, without limitation, the Transfer of the Membership Interest of the selling Members to the purchasing Members and the assumption by the purchasing Members of the selling Members’ obligations with respect to the Membership Interest. The reasonable costs of such transfer and closing, including, without limitation, attorneys’ fees and filing fees, shall be divided equally between the Members.

Terms of Purchase; Closing. The closing of the purchase and sale of the selling Members’ Membership Interests Selling Member’s interest shall occur on a date and time mutually agreeable to the purchasing MembersPurchasing Member and the Selling Member, which shall not be later than 10:00 P.M. A.M. (local time at the place of the closing) on the first Business Day occurring on or after the thirtieth (30th) ninetieth day following the last day of the Election Period and at such place as is mutually agreeable to the MembersPurchasing Member and Selling Member, or upon a the failure to agree, at the Company’s principal place of business. At the closing the purchasing Members Purchasing Member shall pay to the selling MembersSelling Member, by cash or other immediately available funds, the portion of the Buy-Sell Price of such selling Members’ Membership Interest. The selling Members Selling Member’s interest, and the Selling Member shall deliver to the purchasing Members Purchasing Member good title, free and clear of any liens, claims, encumbrances, security interests, interests or options (other than those granted by this Operating Agreement). In the event that any purchasing Members shall fail to perform such Members’ obligation to purchase hereunder, the selling Members shall not be obligated to sell any portion of his interest ) to the purchasing MembersSelling Member’s interest thus purchased. At the closing the Members shall execute such documents and instruments of conveyance as may be necessary or appropriate to confirm the transactions contemplated hereby, including, without limitation, the Transfer of the Membership Interest Company interest of the selling Members Selling Member to the purchasing Members Purchasing Member and the assumption by the purchasing Members Purchasing Member of the selling Members’ obligations Selling Member’s obligation with respect to the Membership InterestSelling Member’s interest transferred to the Purchasing Member. The reasonable costs of such transfer Transfer and closing, including, without limitation, attorneys’ fees and filing fees, shall be divided equally between the MembersSelling Member and the Purchasing Member.

Terms of Purchase; Closing. The closing of the purchase and sale of the selling Members’ Membership Interests Selling Member's Interest shall occur on a date and time mutually agreeable to the purchasing MembersPurchasing Member and the Selling Member, which shall not be later than 10:00 P.M. A.M. (local time at the place of the closing) on the first Business Day business day occurring on or after the thirtieth (30th) sixtieth day following the last day of the Election Period Day and at such place as is mutually agreeable to the MembersPurchasing Member and Selling Member, or upon a the failure to agree, at the Company’s 's principal place of business. At the closing the purchasing Members Purchasing Member shall pay to the selling MembersSelling Member, by cash or other immediately available funds, the Buy-Sell Price of such selling Members’ Membership Selling Member's Interest. The selling Members , and the Selling Member shall deliver to the purchasing Members Purchasing Member good title, free and clear of any liens, claims, encumbrances, security interests, interests or options (other than those granted by this Operating Agreement). In the event that any purchasing Members shall fail to perform such Members’ obligation to purchase hereunder, the selling Members shall not be obligated to sell any portion of his interest ) to the purchasing MembersSelling Member's Interest thus purchased. At the closing the Members shall execute such documents and instruments of conveyance as may be necessary or appropriate to confirm the transactions contemplated hereby, including, without limitation, the Transfer transfer of the Membership Company Interest of the selling Members Selling Member to the purchasing Members Purchasing Member and the assumption by the purchasing Members Purchasing Member of the selling Members’ Selling Member's obligations with respect to the Membership InterestSelling Member's Interest transferred to the Purchasing Member. The reasonable costs of such transfer Transfer and closing, including, without limitation, attorneys’ ' fees and filing fees, shall be divided equally between the MembersSelling Member and the Purchasing Member.